ࡱ> #` _bjbj\.\. C>D>DWX>>>>>>>RB-B-B-8z--TRj^.^.(..... .-j/j/j/j/j/j/jtkhm/j>9..99/j>>..Dj;;;9X>.>.-j;9-j;;ee>>g.R. 0dCB--:X5g4i<Zj0jig4nn:nnhgnn>gT.\2f;t4`6u.../j/j7;X...j9999R$v$~&Rv~&RRR>>>>>> Prepared by: Patrick B. McDermott, Esquire McDERMOTT, ROE & WALTER, P.C. One West Queens Way, Suite 200 Hampton, Virginia 23669 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT is made on ________________ ________________________, 2007, by and between the City of Hampton, Virginia, a municipal corporation of the Commonwealth of Virginia (hereafter referred to as Seller) and the Hampton-Newport News Community Services Board Property Company, Inc., a Virginia corporation (hereinafter referred to as Purchaser). 1. PURCHASE AND SALE. For good and valuable consideration, the acceptance and sufficiency of which is acknowledged by the parties, the Seller agrees to sell and the Purchaser agrees to purchase certain property in the City of Hampton, Virginia, more particularly described as approximately 2.29 acres, "Mason Tract," north of Marcella Road on the new Medical Drive, Hampton, Virginia, approximately 99,807 sq. ft., Tax Parcel I.D. No. 07P011000000602, and more particularly description on that certain plat prepared by Becouvarakis & Associates, dated July 1, 2004, entitled, "Plat of the Property of the City of Hampton School Board Containing 2.29 acres Located On Marcella Road to be Conveyed to The City of Hampton, Virginia (the "Property"), for the sum of FOUR HUNDRED FIFTY-FIVE THOUSAND AND 00/100 DOLLARS ($455,000.00) (the Purchase Price) in accordance with the other terms and conditions set forth herein. The Property shall also include all of Seller's right, title and interest, if any in and to all inchoate rights, easements, appurtenances easements, rights of way, private roads and other rights of access, ingress and/or egress adjacent to, appurtenant to or in any way benefiting the above described Property. 2. PAYMENT OF PURCHASE PRICE. The Purchase Price shall be paid to the Seller in the following manner: $ 5,000.00 Concurrent with the execution of this Agreement, Purchaser shall deliver to Patrick B. McDermott, Esquire, Settlement Agent, an earnest money deposit ("Deposit"). The Deposit shall be: (i) applied to the Purchase Price at Closing, or (ii) returned to the Purchaser or Seller under the terms of Paragraph 11. $450,000.00 Balance of the Purchase Price shall be paid in cash or by cashier's or certified check at Closing. $455,000.00 Total Purchase Price 3. REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents and warrants to the Purchaser as follows: 3.1 To the best knowledge of Seller the title to the Property is, and at Settlement will be, marketable and good of record and in fact, free and clear of all liens, encumbrances or leases but subject to any and all other restrictions, rights-of-way, easements and encroachments of record on the date of execution of this Agreement and specifically, a binding "easement" of .55 acres, more or less, for future road construction. Said easement shall be dedicated to Seller by Purchaser, upon request of Seller, by Purchasers execution of a deed of easement without compensation to Purchaser and at no cost to Purchaser. Title will be free of covenants, conditions, restrictions and will be insurable at standard title insurance company rates at the title company chosen by Purchaser. To the best of the knowledge of Seller, there are no title conditions adversely affecting title insurability. The Property is also sold subject to any facts that an accurate survey of the Property would disclose, provided that nothing contained therein would render title unmarketable or would prevent or interfere with the current use of the Property and improvements. Seller expressly reserves the right to elect not to cure any title or survey objections raised by Purchasers title company, and such election shall not constitute a breach of this Agreement. 3.2 The Seller is the sole fee simple owner of the Property and has all necessary authority to sell the Property. 3.3 As of January 24, 2007, the Property is zoned C-2 Limited Commercial District with proffered conditions. 3.4 The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any agreement, indenture, or other instrument to which Seller is a party or by which it or the Property is bound, any judgment, decree, order, or award of any court, governmental body or arbitrator, or any law, rule, or regulation applicable to Seller. 3.5 Seller neither represents nor warrants that there are no adverse environmental conditions upon the Property which would prevent Purchasers allowed use of the Property. Purchaser purchases the Property as is and it shall be the responsibility of Purchaser to determine whether or not there are any adverse environmental conditions, hazardous waste conditions, status as protected wetlands or endangered species which would prevent Purchasers proposed use of the Property. Seller agrees to provide any environmental studies or assessments in the possession of Seller. Purchaser releases Seller of and from and waives any claim or cause of action Purchaser may have against Seller, under any federal, state or local law, ordinance, rule or regulation now existing or hereafter enacted or promulgated, relating to environmental matters or conditions, in, on, under, about or migrating from or unto the Property, or by virtue of any common law right related to environmental conditions or maters in, on, under, about or migrating from or unto the Property. The provisions of this Paragraph shall survive settlement, the termination of this Agreement, or recordation of the Deed. 3.6 Seller agrees to execute at Settlement an affidavit in the form required by the Internal Revenue Service to exempt Purchaser form any withholding requirements under Section 1445. 3.7 In the event any of the representations, warranties, additional undertakings of Seller in this Paragraph 3 and/or other responsibilities of the Seller, as set forth in this Agreement, are not accurate and cannot be or are not ratified or fulfilled prior to Settlement, then the Purchaser shall have the right at its sole option, to take any or none of the following actions: (i)waive the inaccurate, unratified or unfulfilled representation, warranty, additional undertakings and/or responsibility of Seller, and proceed with Settlement hereunder, provided, however, that such waiver shall be in writing, or (ii)terminate this Agreement, whereupon all rights and responsibilities hereunder shall be null and void, and neither party shall have any further obligation hereunder, except as specified in Paragraph 5.1 and other than the obligation of Settlement Agent to return the Deposit. Remedies of Purchaser under this Paragraph are in addition to the remedies of Purchaser under Paragraph 11 hereof and the rights of Purchaser under Paragraph 11 hereof. 4. REPRESENTATIONS AND WARRANTIES OF PURCHASER. 4.1 The Purchaser represents and warrants to Seller that the Purchaser has the financial ability to purchase the Property. 4.2 This Agreement has been duly authorized, executed and delivered by all necessary action on the part of the Purchaser, and constitutes the valid and binding agreement of the Purchaser and is enforceable in accordance with its terms. 4.3 The Purchaser is a duly organized and validly existing corporation under the laws of the Commonwealth of Virginia and has the power to own its properties and other assets and to transact the business in which it is now engaged or proposed to engage. 4.4 Upon Settlement, the Property shall be subject to real property taxes until Purchaser shall have applied for and obtained tax exempt status under state law. 5. ADDITIONAL UNDERTAKINGS OF THE PARTIES. 5.1 The Seller shall give to the Purchaser and their designated agents and representatives full access to the Property during normal business hours throughout a "Due Diligence Period" as defined in Paragraph 6, including the right, at the Purchaser's own risk, cost and expense, to cause its agents or representatives to enter upon the Property for the purpose of making surveys or soil boring, engineering, water, sanitary and storm sewer, utilities, topographic and other similar tests, investigations or studies and to perform zoning and economic feasibility studies as the Purchaser may desire, provided, that the Purchaser, at its expense, restores the Property to its prior condition to the extent of any changes made by its agents or representatives in the event it does not purchase the Property. The Seller shall furnish to the Purchaser during such period all information concerning the Property which the Purchaser may reasonably request and which is in the possession of Seller. Purchaser indemnifies and agrees to hold Seller harmless and defend the Seller from claims for damages to Seller or its agents caused by the actions of Purchaser or its agents in the course of conducting the studies described under this Paragraph 5.1. The provisions of this Paragraph shall survive Settlement, the termination of this Agreement, or recordation of the Deed. 5.2 At Settlement, the Seller agrees to execute, acknowledge and deliver to the Purchaser a special warranty deed ("Deed") in proper form for recording, conveying the Property to the Purchaser free and clear of all conditions, restrictions, liens, encumbrances or agreements subject to any and all other restrictions, rights-of-way, easements and encroachments of record on the date of execution of this Agreement and except for permitted exceptions. The parties acknowledge a binding "easement" of .55 acres, more or less, for future road construction, to be dedicated to Seller by the Purchasers execution of a deed of easement, upon the request of Seller, without compensation to Purchaser and at no cost to Purchaser, and which constitutes a permitted exception. 5.3 Reserved 5.4 Seller agrees to undertake such other applications to municipal and state authorities as are required by Purchaser for Purchaser's intended purposes as an intermediate care facility (ICF) and convalescent or nursing home subject to applicable law. 5.5 In addition to the obligations to be performed hereunder by the parties at Settlement, each party agrees to perform such other acts and to execute, acknowledge and deliver, subsequent to Settlement, such other instruments, documents and other material as the other party may reasonably request and shall be necessary in order to effectuate the consummation of the transaction contemplated herein and to vest title to the Property in Purchaser. However, notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller has certain powers, purposes and responsibilities by virtue of being a municipality, and as such, its ability to execute instruments and documents or to perform certain acts is limited by the laws of the Commonwealth of Virginia, including but not limited to, its defenses of sovereign immunity. Nothing herein shall be construed to waive any of the powers, purposes, responsibilities or defenses of Seller as a municipality. 6. CONDITIONS PRECEDENT (CONTINGENCIES) TO THE OBLIGATIONS OF PURCHASER TO SETTLE. The obligations of the Purchaser to settle upon the Property pursuant to the provisions of this Agreement shall be subject to all of the following conditions: 6.1 The representations and warranties of the Seller set forth in this Agreement shall be true and correct on and as of the Settlement as though such representations and warranties were made on and as of such date. Notwithstanding that certain of Seller's representations and warranties may be limited to the extent of actual knowledge of the facts stated therein, it shall be a condition precedent to Purchaser's obligation to go to Settlement that the facts stated in all such representations and warranties shall be correct as of the time of Settlement. 6.2 Purchaser shall have thirty (30) days from the full execution of this Agreement, or the date that all information and data and the copies of all documents to be provided hereunder are in fact provided to Purchaser by Seller, whichever occurs last, ("Due Diligence Period") to complete the studies described in Paragraph 5.1 above, to examine title to the Property, and to determine in its sole discretion that the condition of the Property is satisfactory for the intended use of Purchaser. In the event that the Purchaser is not so satisfied for any reason whatsoever, at any time prior to the expiration of the Due Diligence Period and Purchaser has advised the Seller in writing of its intention not to proceed to Settlement under the terms of this Agreement, then, in such event, this Agreement shall automatically be deemed to be terminated, the Deposit shall be returned to the Purchaser. 6.3 Reserved 6.4 Settlement of this transaction is conditioned upon approval by City Council of the City of Hampton, Virginia, pursuant to state and municipal law. 7. SETTLEMENT. The Settlement shall be held at the offices of McDermott, Roe & Walter, P. C., One West Queens Way, Suite 200, Hampton, Virginia, on a date which is no later than fifteen (15) days after the contingencies contained in Paragraph 6 are met or satisfied in their entirety, or at an earlier date at the option of Purchaser ("Closing"). 8. SETTLEMENT OBLIGATIONS OF THE PARTIES. Purchaser shall bear cost of obtaining a title report for the Property, environmental studies, surveys and all other closing costs associated with Settlement including all recording costs, except for grantors tax, and transfer taxes, and all title insurance premiums and its own attorneys fees and costs. Seller shall prepare the Deed, the Sellers affidavit, the 1099S form, and the settlement statement if requested by Purchaser and shall pay all expenses of preparation of the aforementioned documents, the grantors tax, if applicable and its own attorneys fees and costs. Real estate taxes and assessments will be prorated as of the Settlement. The Deposit shall be credited to Purchaser at Settlement. At Settlement, Seller shall satisfy all deeds of trust or similar liens to which the Property is subject or shall make provision satisfactory to Purchaser for full and complete satisfaction. 9. RISK OF LOSS AND CONDEMNATION. Risk of loss shall be born by Seller prior to Settlement. However, in the event of any damage to the Property prior to Settlement, the Purchaser shall have the election to close as required hereunder without diminution in the Purchase Price and with the assignment by Seller of all its interest in payments for damage to the Property. In the event of a condemnation of any part of the Property prior to Settlement, the Purchaser shall have the option in its sole discretion to terminate this Agreement or to proceed to Settlement with any condemnation award paid or credited to Purchaser at Settlement. 10. LIMITATION ON LEASES AND OTHER CONTRACTS. Between the date of this Agreement and the Settlement, Seller shall not, without Purchaser's prior written consent, grant a written lease or other agreement to any party for any purpose relating to any portion of the Property. 11. DEFAULT/TERMINATION. 11.1 In the event Purchaser fails or refuses to go to Settlement in compliance with the terms hereof, and the Seller has not defaulted hereunder, the Seller shall so notify the Settlement Agent in writing and within five(5) business days, the Deposit shall be paid over to Seller as its sole remedy, as liquidated damages, and Purchaser shall forfeit its Deposit and neither party shall have any further obligations hereunder, except as specified in Paragraph 5.1. The parties acknowledge that the Deposit represents a reasonable effort to ascertain the damages to Seller in the event of a Purchaser default, which damages are difficult or impossible to quantify. 11.2 In the event Seller fails or refuses to go to Settlement or to perform its obligations in compliance with the terms hereof, Purchaser shall have all remedies available to it at law or in equity, including the right to specific performance which remedies shall be cumulative. No delay by Purchaser in pursuing any remedy or taking any action shall be construed as a waiver of any breach by Seller. 11.3 Purchaser shall have the right, until all contingencies set forth in Paragraph 6 have been satisfied, to notify Seller of its election to terminate this Agreement and Settlement Agent shall immediately refund the Deposit referred to herein to Purchaser and neither party shall have any further rights against the other arising out of this Agreement, except as specified in Paragraph 5.1. 12. ENTIRE AGREEMENT. No change or modification of this Agreement shall be valid unless the same is in writing and signed by the parties hereto. No waiver of any of the provisions of this Agreement or other agreements referred to herein shall be valid unless in writing and signed by the party against whom it is sought to be enforced. This Agreement contains the entire agreement between the parties relating to the purchase and sale of the Property, and all prior negotiations between the parties are merged in this Agreement, and there are no promises, agreements, conditions, undertakings, warranties, or representations, oral or written, expressed or implied, between them other than as herein set forth. 13. BURDEN AND BENEFIT. All terms of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective directors, officers, and City Council of the City of Hampton, Virginia. 14. GOVERNING LAW. The parties expressly agree that all terms and provisions hereof shall be construed and enforced in accordance with the laws of the Commonwealth of Virginia as now adopted or as may be hereafter amended. The parties hereto designate the Circuit Court of the City of Hampton, Virginia as the proper venue for all litigation of issues relating to this Agreement. 15. NOTICES. All notices and other communications shall be in writing and sent by hand, certified mailed, or Federal Express (or a comparable guaranteed overnight delivery service), return receipt requested, to the following addresses: If to Seller: James L. Eason, Director Hampton Dept. of Economic Development One Franklin Street, Suite 600 Hampton, VA 23669 (757) 727-6237 with a copy to: Vanessa T. Valldejuli, Deputy City Attorney 22 Lincoln Street, Eighth Floor Hampton, VA 23669 If to Purchaser: Charles A. Hall, President Hampton-Newport News Community Services Board Property Company, Inc. 2501 Washington Avenue Newport News, VA 23607 with a copy to: Patrick B. McDermott, Esquire McDERMOTT, ROE & WALTER, P.C. One West Queens Way, Suite 200 Hampton, VA 23669 (757) 722-0611 All notices and other communications shall be deemed delivered when actually received by the intended recipient. 16. HEADINGS. The captions and headings herein are for convenience and reference only and in no way define or limit the scope or content of this Agreement or in any way affect its provisions. 17. ASSIGNMENT. This Agreement may not be assigned by either party without prior written consent. 18. COUNTERPART ORIGINALS. This Agreement may be executed in counterpart originals all of which counterparts shall have the same force and effect as if all the parties hereto had executed a single original of this Agreement. 19. ADVICE OF COUNSEL AND CONSTRUCTION. All parties to this Agreement have been represented by counsel or have had the opportunity to be so represented. Accordingly, the rule of construction of contract language against the drafting party is hereby waived by both parties. 20. SURVIVAL. The representations, warranties, covenants, agreements and indemnities set forth in this Agreement shall survive the Settlement under this Agreement and the execution and delivery of any deed shall not be merged therein. 21. BROKERAGE. Purchaser and Seller represent and warrant to each other that neither party has dealt with any agents or brokers representing either the Purchaser or Seller concerning this transaction. WITNESS the following duly authorized signatures: (Signatures on following page) Purchaser: HAMPTON-NEWPORT NEWS COMMUNITY SERVICES BOARD PROPERTY COMPANY, INC. By: _______________________________ CHARLES A. HALL President Seller: CITY OF HAMPTON, VIRGINIA By: _______________________________ City Manager/Authorized Designee of City Manager ATTEST: By: _______________________________ Katherine Glass, Clerk of Council Approved as to Content: Approved as to Legal Sufficiency: _________________________ ______________________________ Dept. Economic Development Deputy City Attorney STATE OF VIRGINIA CITY OF HAMPTON, to-wit: The foregoing Purchase and Sale Agreement was acknowledged before me on __________________________, 2007, by Charles A. Hall, President, on behalf of Hampton-Newport News Community Services Board Property Company, Inc., a Virginia corporation. _________________________________ Notary Public My Commission expires: ___________________________ STATE OF VIRGINIA CITY OF HAMPTON, to-wit: The foregoing Purchase and Sale Agreement was acknowledged before me on __________________________, 2007, by _______________________________, City Manager/Authorized Designee of the City Manager of the City of Hampton, Virginia, on its behalf. He/She is personally known to me. _________________________________ Notary Public My Commission expires: ___________________________ STATE OF VIRGINIA CITY OF HAMPTON, to-wit: The foregoing Purchase and Sale Agreement was acknowledged before me on __________________________, 2007, by Katherine Glass, Clerk of Council of the City of Hampton, Virginia, on its behalf. 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